2024-11-15T13:53:53-05:00 2023-12-31 990 2023-01-01 223619257 BIOCON INC BIOC 7326610202 125 MAY STREET EDISON NJ 08837 MICHAEL J KAWAS TREASURER/CFO 7326610202 2024-11-15 false 2023 2024-10-15 13:58:12Z JOSEPH A YACCARINO 125 MAY ST EDISON NJ 08837 3848762 false X N/A X 1998 DC BIOCON, INC'S. (BIO) MISSION IS TO SUPPORT THE TAX-EXEMPT MISSION OF THE MUSCULOSKELETAL TRANSPLANT FOUNDATION INC., (MTF). CONTINUED ON SCHEDULE O. 6 5 0 0 0 3214643 3848762 0 0 3214643 3848762 0 0 0 0 0 2370753 3196702 2370753 3196702 843890 652060 16971976 30050664 12984371 25410999 3987605 4639665 X BIOCON, INC. (BIO) WAS FORMED TO SERVE AS THE SOLE VOTING MEMBER OF, AND ACT AS THE HOLDING COMPANY FOR, THE MUSCULOSKELETAL TRANSPLANT FOUNDATION INC., (MTF) A NON-PROFIT 501(C) ORGANIZATION AND DEUTSCHES INSTITUT FUR ZELL-UND GEWEBEERSATZ GMBH, (DIZG) A GERMAN NON-PROFIT ORGANIZATION (AS DISCLOSED ON FORM 5471). MTF'S MISSION IS TO PROVIDE QUALITY ALLOGRAFT TISSUES FOR TRANSPLANTATION, RESEARCH AND EDUCATION. DIZG SPECIALIZES IN CULTURING AND DISTRIBUTION OF KERATINOCYTES, MUSCULOSKELETAL, AND OTHER TISSUE FORMS. BIO, AS HOLDING COMPANY, HAS AUTHORITY TO APPROVE FUNDAMENTAL AMENDMENTS TO ORGANIZATIONAL DOCUMENTS AND TO APPROVE CERTAIN CORPORATE TRANSACTIONS SUCH AS MERGERS AND DISSOLUTIONS. BIO ALSO HAS THE EXCLUSIVE RIGHT TO ELECT OR APPOINT ALL MEMBERS OF THE BOARD OF DIRECTORS OF MTF AND DIZG. BIO CONTINUES TO MONITOR AND GUIDE THE ACTIVITIES OF MTF AND DIZG, AS WELL AS ANY AFFILIATES THAT MAY BE FORMED OR ACQUIRED IN THE FUTURE, TO FOSTER THE PROVISION OF HIGH QUALITY HUMAN ALLOG false false 3196702 SEE SCHEDULE O. 3196702 true false false false false false false false false false true false false true true true false true false false false false false false false false false false false true false false false false false false false false false false false false true true true true false false true X 4 0 true 0 false true GM false false false false false false false false false false X 6 5 false false false false false false false true true false false true true true true true true true true false NJ X X MICHAEL J KAWAS 7326610202 125 MAY STREET EDISON NJ 08837 X JOSEPH A YACCARINO PRESIDENT/CE 60.00 X 0 863875 50685 MICHAEL J KAWAS TREASURER/CF 60.00 X 0 673909 33219 JENNIFER BIRMINGHAM SECRETARY/GE 60.00 X 0 487128 51235 WILLIAM W TOMFORD MD DIRECTOR 4.00 X 0 75000 0 DONALD HACKBARTH MD DIRECTOR 1.00 X 0 35000 0 JOSEPH ZUCKERMAN MD DIRECTOR 1.00 X 0 30000 0 SYMERIA T HUDSON DIRECTOR 1.00 X 0 28750 0 JOSEPH A BUCKWALTER MD DIRECTOR 1.00 X 0 27500 0 SHARON GABRIELSON DIRECTOR 1.00 X 0 25000 0 ALLAN GROSS MD NON-VOTING D 1.00 X 0 0 0 GERALD FINERMAN MD NON-VOTING D 1.00 X 0 0 0 2246162 135139 false true false MAY ST MEDICAL -RENTAL INCOME 531120 2426963 2426963 JIII - RENTAL INCOME 531120 627276 627276 OLYPHANT - RENTAL INCOME 531120 509103 509103 JESSUP - RENTAL INCOME 531120 285420 285420 3848762 3848762 3848762 2457 2457 2601090 2601090 592263 592263 BANK CHARGES 892 892 3196702 3196702 0 0 327272 741096 84017 188892 35970589 10306568 13095977 25664021 3464710 3456655 16971976 30050664 42521 87955 4570352 14265494 8371498 11057550 12984371 25410999 X 3987605 4639665 3987605 4639665 16971976 30050664 652060 X false true X true false X X 1 MUSCULOSKELETAL TRANSPLANT FOUNDATION INC MUSCULOSKELETAL TRANSPLANT FOUNDATION 222803458 10 true 0 0 1 0 true false false false false false false false false false false false false false false true 4349923 4349923 31162155 9861817 21300338 458511 444751 13760 25664021 DUE FROM AFFILIATE 3400267 DEFERRED FINANCING COSTS 56388 3456655 DUE TO AFFILIATE 11044931 SECURITY DEPOSIT 12619 11057550 X SCHEDULE D, PAGE 3, PART X BIO FOLLOWS GUIDANCE THAT CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN, INCLUDING ISSUES RELATING TO FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT. THIS GUIDANCE PROVIDES THAT THE TAX EFFECTS FROM AN UNCERTAIN TAX POSITION CAN ONLY BE RECOGNIZED IN THE FINANCIAL STATEMENTS IF THE POSITION IS "MORE-LIKELY- THAN-NOT" TO BE SUSTAINED IF THE POSITION WERE TO BE CHALLENGED BY A TAXING AUTHORITY. THE ASSESSMENT OF THE TAX POSITION IS BASED SOLELY ON THE TECHNICAL MERITS OF THE POSITION, WITHOUT REGARD TO THE LIKELIHOOD THAT THE TAX POSITION MAY BE CHALLENGED. BIO HAS PROCESSES PRESENTLY IN PLACE TO ENSURE THE MAINTENANCE OF ITS TAX- EXEMPT STATUS; TO IDENTIFY AND REPORT UNRELATED INCOME; TO DETERMINE ITS FILING AND TAX OBLIGATIONS IN JURISDICTIONS FOR WHICH IT WAS NEXUS; AND TO IDENTIFY AND EVALUATE OTHER MATTERS THAT MAY BE CONSIDERED TAX POSITIONS. BIO HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION OR DISCLOSURE IN THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 false false false false false false false false false JOSEPH A YACCARINO PRESIDENT/CEO 659467 191580 12828 19800 33930 914560 MICHAEL J KAWAS TREASURER/CFO 545316 120820 7773 19800 16464 707128 JENNIFER BIRMINGHAM SECRETARY/GEN COUNS 395200 90410 1518 19800 34480 538363 SCHEDULE J, PAGE 1, PART I, LINE 3 BIOCON, INC., (BIO), IS THE SOLE CORPORATE MEMBER OF THE MUSCULOSKELETAL TRANSPLANT FOUNDATION, INC., (MTF). THE BOARD OF DIRECTORS AND THE OFFICERS OF BIO OVERLAPS THAT OF MTF WITH BIO HAVING THE EXCLUSIVE RIGHT TO ELECT OR APPOINT ALL MEMBERS OF THE BOARD OF DIRECTORS OF MTF. BELOW IS AN OUTLINE OF MTF'S PROCESS TO ESTABLISH COMPENSATION LEVELS FOR EXECUTIVE AND OFFICER COMPENSATION. EACH YEAR, MTF RECEIVES AND ASSESSES THE REASONABLENESS OF TOTAL COMPENSATION ARRANGEMENTS FOR THE EXECUTIVE TEAM, INCLUDING THE CEO. THE ANALYSIS INCORPORATES COMPENSATION SURVEY DATA, LAST COMPILED IN JULY 2023, FORM 990'S OF COMPANIES OF RELATED INDUSTRIES AND SIMILAR SIZE. A BLEND OF BOTH FOR-PROFIT AND NOT-FOR-PROFIT COMPANIES IS USED. EVERY THIRD YEAR (MOST RECENTLY JULY 2023), MTF RETAINS THE SERVICES OF AN INDEPENDENT COMPENSATION CONSULTANT TO ASCERTAIN AND DETERMINE THAT MTF IS PAYING AND PROVIDING A REASONABLE TOTAL COMPENSATION PACKAGE TO THEIR EXECUTIVES AND TO PROVIDE AN OPINION LETTER OF THEIR FINDINGS. COMPENSATION COMMITTEE REVIEW: MTF'S BOARD OF DIRECTORS ESTABLISHED A COMPENSATION COMMITTEE IN 1995. THE RESPONSIBILITY OF THE COMMITTEE INCLUDES THE REVIEW AND APPROVAL OF EXECUTIVE AND STAFF COMPENSATION AND BENEFITS. THE COMPENSATION COMMITTEE TYPICALLY MEETS SEMI-ANNUALLY TO REVIEW MERIT AND BONUS RECOMMENDATIONS. A COPY OF THE COMPENSATION COMMITTEE'S CHARTER, AGENDAS, MEETING MATERIALS, AND MEETING MINUTES ARE MAINTAINED. FORM 990 - ORGANIZATION'S MISSION BIOCON, INC. (BIO) WAS FORMED TO SERVE AS THE SOLE VOTING MEMBER OF, AND ACT AS THE HOLDING COMPANY FOR, THE MUSCULOSKELETAL TRANSPLANT FOUNDATION INC., (MTF) A NON-PROFIT 501(C) ORGANIZATION AND DEUTSCHES INSTITUT FUR ZELL-UND GEWEBEERSATZ GMBH, (DIZG) A GERMAN NON-PROFIT ORGANIZATION (AS DISCLOSED ON FORM 5471). MTF'S MISSION IS TO PROVIDE QUALITY ALLOGRAFT TISSUES FOR TRANSPLANTATION, RESEARCH AND EDUCATION. DIZG SPECIALIZES IN CULTURING AND DISTRIBUTION OF KERATINOCYTES, MUSCULOSKELETAL, AND OTHER TISSUE FORMS. BIO, AS HOLDING COMPANY, HAS AUTHORITY TO APPROVE FUNDAMENTAL AMENDMENTS TO ORGANIZATIONAL DOCUMENTS AND TO APPROVE CERTAIN CORPORATE TRANSACTIONS SUCH AS MERGERS AND DISSOLUTIONS. BIO ALSO HAS THE EXCLUSIVE RIGHT TO ELECT OR APPOINT ALL MEMBERS OF THE BOARD OF DIRECTORS OF MTF AND DIZG. BIO CONTINUES TO MONITOR AND GUIDE THE ACTIVITIES OF MTF AND DIZG, AS WELL AS ANY AFFILIATES THAT MAY BE FORMED OR ACQUIRED IN THE FUTURE, TO FOSTER THE PROVISION OF HIGH QUALITY HUMAN ALLOGRAFT TISSUE TO THE COMMUNITY THROUGH THE MOST ECONOMICAL AND EFFICIENT SYSTEM POSSIBLE. BIO PROGRAM SERVICE ACTIVITY: BIO'S PROGRAM SERVICE ACTIVITY IS TO SUPPORT THE TAX-EXEMPT MISSION OF MTF AND DIZG. BIO'S SUPPORT OF MTF INCLUDES THE SEGREGATION, PROTECTION AND OPERATION OF REAL PROPERTY ASSETS USED BY MTF IN CARRYING OUT ITS CHARITABLE ACTIVITIES. BIO HOLDS REAL ESTATE VIA ITS FOUR DISREGARDED ENTITIES (AS DISCLOSED ON SCHEDULE R, PART 1). AS SOLE MEMBER OF DIZG, BIO PROVIDES GUIDANCE TO FURTHER EXPAND GLOBAL REACH TO PATIENTS AROUND THE WORLD. FOR INDIVIDUAL STORIES ABOUT DONOR FAMILIES, PLEASE VISIT MTF'S WEBSITE AT HTTPS://WWW.MTFBIOLOGICS.ORG/WHO-WE-SERVE/DONORS-COMMUNITY/DONORS-FAMILIES. STORIES ABOUT RECIPIENTS ARE ALSO AVAILABLE ON THE WEBSITE AT HTTPS://WWW.MTFBIOLOGICS.ORG/WHO-WE-SERVE/DONORS-COMMUNITY/RECIPIENTS. FORM 990 FORM 990, PART IV, QUESTIONS 14A AND 14B - BIOCON, INC NOTES THAT IT ANSWERED "NO" TO FORM 990, PART IV, QUESTION 14A AND 14B BECAUSE ITS ONLY INTERNATIONAL ACTIVITY CONSISTS OF DIZG ACTIVITY. 2023 ACTIVITY FOR DIZG IS SUMMARIZED ON FORM 5471. FORM 990, PART V, LINE 4B GERMANY FORM 990, PART VI PART VI, QUESTION 1A - THE BOARD OF DIRECTORS HAS SIX VOTING MEMBERS AND TWO NON-VOTING DIRECTORS EMERITUS. FORM 990, PAGE 6, PART VI, LINE 11B MEMBERS OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS WERE PROVIDED WITH A COPY OF FORM 990. THE 990 WAS REVIEWED AT AN OPEN MEETING OF THE AUDIT COMMITTEE. SUBSEQUENT TO MODIFICATIONS, IF ANY, AS A RESULT OF THE MEETING, THE 990 IS CIRCULATED TO ALL OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR THEIR FINAL REVIEW AND APPROVAL BEFORE FILING. FORM 990, PAGE 6, PART VI, LINE 12C BIOCON OPERATES UNDER THE CONFLICT OF INTERESTS POLICY OF ITS RELATED ORGANIZATION, MTF. MTF EMPLOYS THE FOLLOWING PROCEDURES TO MONITOR CONFLICTS OF INTERESTS. MTF SENDS A COMPREHENSIVE QUESTIONNAIRE ANNUALLY TO BOARD MEMBERS, OFFICERS AND KEY EMPLOYEES REQUESTING DISCLOSURE OF ANY CONFLICTS OF INTEREST. MTF IS DILIGENT IN REVIEWING THE ANNUAL DISCLOSURE FORMS SUBMTTED BY THE COVERED PERSONS, AND IN SCREENING COMPILING AND MAINTAINING THE SUBMISSIONS. FORM 990, PAGE 6, PART VI, LINE 15A THE CEO RECEIVES NO COMPENSATION FOR DUTIES ASSOCIATED WITH BIOCON, INC. AND RELATED DISREGARDED ENTITIES. HE IS PAID BY MTF, A RELATED ORGANIZATION. SEE SCHEDULE J, SUPPLEMENTAL INFORMATION, FOR ADDITIONAL INFORMATION. FORM 990, PAGE 6, PART VI, LINE 15B THE TREASURER AND SECRETARY RECEIVE NO COMPENSATION FOR DUTIES RELATED TO BIOCON, INC. AND RELATED DISREGARDED ENTITIES. THEY ARE PAID BY MTF, A RELATED ORGANIZATION. SEE SCHEDULE J, SUPPLEMENTAL INFORMATION, FOR ADDITIONAL INFORMATION. FORM 990, PAGE 6, PART VI, LINE 19 BIOCON MAKES ITS FORM 990 AND OTHER PUBLIC DOCUMENTS AVAILABLE TO THE PUBLIC AT ITS REGULAR PLACE OF BUSINESS IN PERSON, REQUESTS THROUGH EMAIL OR VIA US POSTAL SERVICE. IN ADDITION FORM 990 IS AVAILABLE ON THE INTERNET AT WWW.GUIDESTAR.ORG. FORM 990, PART VII PART VII - BOARD OF DIRECTORS COMPENSATION - THE BOARD OF DIRECTORS RECEIVES NO COMPENSATION FROM BIOCON FOR ITS ACTIVITIES. THE INDEPENDENT BOARD MEMBERS ARE PAID HONORARIUMS AND REIMBURSED FOR REASONABLE TRAVEL COSTS ASSOCIATED WITH BOARD MEETINGS BY MTF. PART VII - AVERAGE HOURS PER WEEK JOINT MEETINGS WITH THE BOARD OF MTF ARE HELD TO FACILITATE GREATER INTEGRATION OF GOVERNANCE OVERSIGHT AND TO REVIEW ISSUES AND MATTERS OF COMMON CONCERN. ACCORDINGLY, NO HOURS ARE NOTED FOR BIOCON BUT RATHER NOTED AS HOURS FOR A RELATED ORGANIZATION (MTF). MAY STREET MEDICAL LLC 125 MAY STREET EDISON NJ 08837 223751785 SEE PT VII DE 2426963 10602573 BIOCON OLYPHANT LLC 125 MAY STREET EDISON NJ 08837 223619257 SEE PT VII DE 509103 3226818 BIOCON JESSUPPRTB LLC 125MAY STREET EDISON NJ 08837 223619257 SEE PT VII PA 285420 2175005 BIOCON JESSUP III LLC 125 MAY STREET EDISON NJ 08837 223619257 SEE PT VII PA 627276 14035922 BIOCON MUSCULOSKELETAL TRANSPLANT FOUNDATION INC 125 MAY STREET EDISON NJ 08837 222803458 TISSUE BK. DC 501C3 10 BIOCON true DEUTSCHES INSTITUT FUR ZELL-UND GEWEBEERSATZ GMBH INNOVATIONSPK WM-V-ARDENE BLDG 42 BERLIN GM SEE PT VII GM BIOCON true DEUTSCHES INSTITUT FUR ZELL-UND GEWEBEERSATZ GMBH INNOVATIONSPK W M-V-ARDN BLDG 42 BERLIN GM SEE PT VII GM BIOCON C CORP false true false false false true false false true false false false false true false false false false true false MUSCULOSKELETAL TRANSPLANT FOUNDATION INC A 3848762 ACCTG BOOKS/RECORDS MUSCULOSKELETAL TRANSPLANT FOUNDATION INC H 420000 ACCTG BOOKS/RECORDS MUSCULOSKELETAL TRANSPLANT FOUNDATION INC M 572043 ACCTG BOOKS/RECORDS MUSCULOSKELETAL TRANSPLANT FOUNDATION INC R 1227903 ACCTG BOOKS/RECORDS MUSCULOSKELETAL TRANSPLANT FOUNDATION INC G 802375 ACCTG BOOKS/RECORDS MUSCULOSKELETAL TRANPLANT FOUNDATION INC E 5806155 ACCTG BOOKS/RECORDS SCHEDULE R SCHEDULE R RELATED ORGANIZATIONS AND UNRELATED PARTNERSHIPS SCHEDULE R, PART I(B): MAY STREET MEDICAL, LLC. - RENTAL REAL ESTATE OLYPHANT, L.L.C. - RENTAL REAL ESTATE JESSUP/PRTB, L.L.C. - RENTAL REAL ESTATE JESSUP III, L.L.C. - RENTAL REAL ESTATE SCHEDULE R, PART II(B): MUSCULOSKELETAL TRANSPLANT FOUNDATION, INC., (MTF) TISSUE BANK DEUTSCHES INSTITUT FUR ZELL-UND GEWEBEERSATZ GMBH, (DIZG) TISSUE BANK SCHEDULE R, PART IV, LINE 1: DIZG HAS BEEN DETERMINED TO HAVE SOME TAX-EXEMPT ACTIVITIES AS WELL AS TAXABLE ACTIVITIES IN GERMANY. THUS, DIZG IS SHOWN AS BOTH AN EXEMPT AND TAXABLE ORGANIZATION ON SCHEDULE R. DIZG IS A BROTHER/SISTER ENTITY RELATIVE TO MTF AND IS WHOLLY OWNED BY BIOCON, INC. SCHEDULE R, PART V, LINE 2: ITEMS 2, 4, AND 6 CONTAIN TRANSACTIONS BETWEEN MTF AND DIZG. THEY DID NOT OCCUR BETWEEN MTF AND BIOCON, BUT ARE INCLUDED BECAUSE DIZG IS WHOLLY OWNED BY BIOCON AND ALSO FOR GREATER TRANSPARENCY. IN 2023: MTF SOLD TISSUE TO DIZG IN THE AMOUNT OF 420,000, INCLUDED IN ITEM 2; DIZG REPAID MTF OUTSTANDING ADVANCES TOTALING 461,435, INCLUDED IN ITEM 4; MTF LOANED DIZG 1,802,480, INCLUDED IN ITEM 6. GIVEN THESE CIRCUMSTANCES, NO FORM 926 FILING BY MTF WAS DEEMED NECESSARY.